KROMI Logistik : Download Invitation and Agenda (PDF, English convenience translation)

KROMI Logistik AG

Hamburg

ISIN DE000A0KFUJ5

Dear shareholder,

We hereby invite you to the

Ordinary Annual General Meeting

to be held on

Tuesday, December 8, 2020

at 11:00 am

(Central European Time - CET)

as a virtual Annual General Meeting without physical presence of the shareholders or

their proxies.

The Annual General Meeting ("AGM") will be broadcast live on the Internet for shareholders of KROMI Logistik AG. Physical participation of shareholders and their proxies is excluded (with the exception of the Company proxies). The AGM in the meaning of the German Stock Corporation Act (AktG) is to be held at the offices of KROMI Logistik AG, at Tarpenring 7-11, 22419, Hamburg.

FGS_DOC: 3403904v2

Flick Gocke Schaumburg Rechtsanwälte Wirtschaftsprüfer Steuerberater Partnerschaft mbB

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Agenda and proposed resolutions

1. Submission of the adopted separate financial statements and approved consolidated financial statements for the 2019/2020 fiscal year. Submission of the management report for KROMI Logistik AG and the Group management report for the 2019/2020 fiscal year. Submission of the report of the Supervisory Board and the report of the Managing Board concerning disclosures pursuant to Section 289a (1) and 315a (1) of the German Commercial Code (HGB) for the 2019/2020 fiscal year
   No resolution is to be passed in relation to agenda item 1. The Supervisory Board has al- ready approved the separate annual financial statements and the consolidated financial statements. The separate financial statements are thereby adopted. For this reason, and in accordance with statutory regulations, no resolution is planned concerning this matter.
2. Resolution concerning the approval of the actions of the Managing Board
   The Managing and Supervisory boards propose that the actions of the Managing Board members be in the 2019/2020 fiscal year be approved.
3. Resolution concerning the approval of the actions of the Supervisory Board
   The Managing and Supervisory boards propose that the actions of the Supervisory Board members in the 2019/2020 fiscal year be approved.
4. Election of the auditor of the separate financial statements and of the consolidated financial statements for the 2020/2021 fiscal year
   The Supervisory Board proposes electing KPMG AG Wirtschaftsprüfungsgesellschaft, Ham- burg, to be the auditor of the financial statements for both the parent company and the Group for the 2020/2021 fiscal year.
5. Resolution on the amendment of Section 9 (1) of the articles of incorporation re- garding the number of Supervisory Board members
   The Supervisory Board of KROMI Logistik AG currently comprises four members in the meaning of Section 9 (1) of the articles of incorporation, who are to be elected by the Shareholders' General Meeting. The Managing and Supervisory boards propose to increase the number of members of the Supervisory Board pursuant to Section 95 (1) Clause 2 AktG to five members for the period until the end of December 31, 2022; as of January 1, 2023,

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the Supervisory Board is to consist of four members again. Regulations deriving from co- determination law, whereby the number of Supervisory Board members must be divisible by three, do not exist at the Company. The currently valid articles of incorporation are available on the Internet at www.kromi.de in the "Investor Relations" Section under the heading "Corporate Governance".

The Managing and Supervisory boards therefore propose that the following resolution be approved:

The following Clause 2 shall be added to Section 9 (1) of the articles of incorporation:

"By way of divergence from Clause 1, until the end of December 31, 2022, the Supervisory Board shall consist of five members who are to be elected by the Sharehold- ers' General Meeting."

6. Elections to the Supervisory Board

1. According to Sections 95, 96 (1), 101 (1) AktG, the Supervisory Board of KROMI Logistik AG comprises only shareholders' Supervisory Board members, and according to Section 9

2. of the articles of incorporation it currently comprises four members who are to be elected by the Shareholders' General Meeting.

The appointment of Supervisory Board member Prof. Dr. Eckart Kottkamp, who was elected as a member of the Supervisory Board of KROMI Logistik AG by way of a resolution by the AGM on December 9, 2015 for the period until the end of the Shareholders' General Meeting that passes a resolution to approve the actions of the Supervisory Board for the 2019/2020 fiscal year, will end as of the end of the Ordinary AGM on December 8, 2020. The Supervisory Board position that will therefore become vacant at the end of the AGM to be held on December 8, 2020 is to be filled by the election of a Supervisory Board member by the AGM.

Subject to the resolution of the AGM to increase the number of Supervisory Board members as proposed under agenda item 5 above, an additional member of the Supervisory Board is also to be elected, subject to the condition precedent that the resolution on the amendment to the articles of incorporation proposed under agenda item 5 be entered in the commercial register.

The AGM is not bound to proposed elections in its election of shareholder representatives. The Company intends to hold the elections by individual vote.

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Taking into consideration the objectives and the competency profile that the Supervisory Board has set itself for its composition, the Supervisory Board proposes that the following resolution be passed:

1. Prof. Dr. Eckart Kottkamp, resident in Grosshansdorf, Germany, consultant, Deputy Chairman of the Supervisory Board of Basler AG, and Chairman of the Advisory Board of PEP NewCo IV GmbH (LKE Group, Marl),

shall be elected as a member of the Supervisory Board from the end of this AGM for the period until the end of December 31, 2022.

Prof. Dr. Eckart Kottkamp is a member of the following statutory supervisory boards or comparable domestic and foreign controlling bodies of business enterprises:

• Basler AG (Deputy Supervisory Board Chairman)
• PEP NewCo IV GmbH (LKE Group, Marl) (Chairman of the Advisory Board)

In the Supervisory Board's opinion, no personal or business relationships exist in the meaning of C.13 of the German Corporate Governance Code (DCGK) between KROMI Logistik AG or its Group companies, the boards of KROMI Logistik AG, or a major shareholder in KROMI Logistik AG on the one hand, and Prof. Dr. Eckart Kottkamp on the other.

1. Mr. Felix Höger, resident in Bornheim, Germany, business executive, Managing Direc- tor of Höger Management GmbH

shall be elected as a member of the Supervisory Board, subject to the condition precedent that the amendment to the articles of incorporation to be approved under agenda item 5 takes effect upon its entry in the commercial register, for the period until the end of the AGM that approves the actions of the Supervisory Board for the 2024/2025 fiscal year.

Mr. Höger is a member of the following statutory supervisory boards or comparable domestic and foreign controlling bodies of business enterprises:

• NELEX AG (Supervisory Board)
• DE-CIXGroup AG (Chairman of the Supervisory Board)

In the Supervisory Board's opinion, no personal or business relationships exist in the meaning of C.13 of the German Corporate Governance Code (DCGK) between KROMI

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Logistik AG or its Group companies, the boards of KROMI Logistik AG, or a major shareholder in KROMI Logistik AG on the one hand, and Mr. Höger on the other.

You will receive further information on the candidates following the Section further information concerning the convening of the AGM.

7. Resolution on the authorization to acquire and to utilize Treasury shares and to ex- clude subscription and tender rights

An authorization to acquire and to utilize Treasury shares pursuant to Section 71 (1) No. 8 AktG, limited until December 7, 2025, is to be approved.

The Managing and Supervisory boards propose that the following resolution be approved:

1. The Company shall be authorized until December 7, 2025, to purchase Treasury shares equivalent to up to 10 percent of the share capital existing at the time of the resolution by the Shareholders' General Meeting or - if this value is lower - of the share capital existing at the time the authorization is exercised. Together with other shares that may have been purchased for other reasons and that are held by the Company, or that are to be allocated to it in the meaning of Sections 71a ff. AktG, the shares purchased as a consequence of this authorization may not at any time exceed 10% of the respective share capital. At the Company's discretion, Treasury shares may be purchased via the stock exchange, by means of a public purchase offer ad- dressed to all shareholders, by means of a public invitation to the Company's share- holders to submit offers to sell, or in any other manner pursuant to Section 53a AktG. The consideration rendered when acquiring the shares (excluding incidental pur- chase costs) may not be more than 10% higher or 10% lower than the average share price (closing price of KROMI Logistik shares in XETRA trading or a comparable suc- cessor system on the Frankfurt Stock Exchange) on the last three days of trading pri- or to the reference date. The deadline shall be
   (1.) in the case of acquisition via the stock exchange, the date of acquisition or - if earlier - the date of entering into an obligation to purchase.
   (2.) in the case of acquisition by means of a public purchase offer, or a public invi- tation to submit offers for sale addressed to the shareholders of the Company, the date of the Managing Board's decision concerning the public purchase offer or the public invitation to submit offers for sale addressed to the shareholders of the Company,

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1. in the case of acquisition by other means in accordance with Section 53a AktG,

the date of the Managing Board's decision to purchase the shares.

If the purchase price is determined or modified after publication of the purchase offer or the invitation to submit offers to sell, the effective date shall be the date of determination or modification.

If, in the case of a public purchase offer or a public invitation to submit offers to sell, the volume of shares tendered or offered for sale exceeds the intended repurchase volume, acceptance must be in proportion to the respective shares offered or ten- dered. Provision may be made for preferred acceptance of low numbers of shares of up to 100 shares in the Company tendered or offered for acquisition per shareholder. In addition, rounding may be provided for in accordance with commercial principles in order to avoid arithmetical fractions of shares. Any further tender rights of shareholders shall be excluded in this respect.

1. The authorization may be exercised for any legally permissible purpose, especially in order to pursue one or more of the objectives as set out in c) and d).
2. The Managing Board shall be authorized, with the Supervisory Board's consent, to utilize the shares purchased on the basis of this authorization in ways other than by sale on the stock exchange or by offer to all shareholders, excluding shareholders' subscription rights, as follows:
3. 1. The Treasury shares can be offered and transferred in return for non-cash con- sideration for the purpose of implementing business combinations or acquir- ing companies, parts of companies, equity interests in companies (including increases), or other assets.
   2. The Treasury shares can be sold for cash if the purchase price is not signifi- cantly lower than the stock market price of the Company's shares of the same class at the time of the sale. This authorization may only be utilized if it is en- sured that the shares sold on the basis of this authorization do not exceed a to- tal of 10% of the Company's share capital at the time of the authorization be- coming effective or - if lower - at the time of the authorization being exercised. This 10% limit shall include other shares issued or sold during the term of this authorization under exclusion of shareholders' subscription rights in accord- ance with, or in corresponding application of, Section 186 (3) Clause 4 AktG; it shall also include shares issued or to be issued to service bonds with warrants

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and/or convertible bonds and profit participation rights, provided that the aforementioned bonds or profit participation rights are issued during the term of this authorization under exclusion of subscription rights in corresponding application of Section 186 (3) Clause 4 AktG.

1. The Treasury shares may be utilized in order to satisfy the rights of creditors of bonds with conversion or warrant rights, or conversion obligations, issued by the Company or companies affiliated with the Company. The Treasury shares may also be utilized in order to grant subscription rights to the holders of previously issued bonds with warrant or conversion rights, or conversion obligations, to the extent to which they would be entitled after exercising the warrant or conversion rights, or after fulfilling the conversion obligation.
2. The Treasury shares may be issued as part of share participation or other share-based programs to members of the Company's Managing Board or to the representative body of a company affiliated with the Company, or to employ- ees of the Company or of a company affiliated with the Company, whereby the employment relationship or board relationship with the Company or a compa- ny affiliated with the Company must exist at the time of the commitment to is- sue shares; insofar as members of the Managing Board are to be granted Treasury shares, the Company's Supervisory Board shall decide on this.
3. The Treasury shares may be utilized in order to list the Company's shares on a foreign stock exchange where the shares have not yet been admitted to trad- ing. The price at which these shares are listed on a foreign stock exchange may not be more than 5% lower than the average of the share prices (closing auc- tion prices of the shares of KROMI Logistik in XETRA trading or a comparable successor system on Frankfurt Stock Exchange) during the last three trading days on the foreign stock exchange, excluding incidental purchase costs.
4. The Treasury shares may be utilized in order to pay a so-called share dividend (scrip dividend).
5. In the event that the purchased Treasury shares are sold by way of an offer to all shareholders, the shareholders' subscription rights may be excluded for fractional amounts.

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The Treasury shares can be transferred to a bank or another company meeting the requirements of Section 186 (5) Clause 1 AktG, if the latter assumes the shares with the obligation to sell them on the stock exchange, offer them to the shareholders for purchase or utilize them in order to fulfil a purchase offer addressed to all share- holders, or to implement the aforementioned purposes. The Company may also acquire the Treasury shares for the purposes set out under (1), (3) to (6) above by way of a securities loan from a bank or another company meeting the requirements of Section 186 (5) Clause 1 AktG; in this case, the Company must ensure that the shares are acquired to repay the securities loan in compliance with Section 71 (1) No. 8 Clauses 3 and 4 AktG.

1. The Managing Board shall be authorized to wholly or partially retire the Treasury shares purchased on the basis of the authorization without further resolutions by the Shareholders' General Meeting, and to reduce the share capital by the amount at- tributable to the retired shares. The Supervisory Board shall be granted the authority to amend the wording of the articles of incorporation in accordance with the retire- ment of shares and the reduction of the share capital. The Managing Board can retire the shares by way of applying a simplified method without reducing the share capi- tal, with the consequence that the proportion of the other shares in the share capital increases as a consequence of the retirement (Section 8 (3) AktG). If the shares are retired by way of applying the simplified method without reducing the share capital, the Managing Board shall be authorized to adjust the number of shares in the articles of incorporation.
2. The authorizations contained in this resolution may be exercised independently of each other, either in whole or in part, either once or on several occasions, and either individually or jointly. The purchase may also be realized by means of an agreement entered into with the Company in the meaning of Sections 15 et seq. AktG, or by third parties acting on behalf of the Company or its affiliated companies.

Report of the Managing Board to the AGM on agenda item 7 in accordance with Section 71

(1) No. 8 Clause 5 in conjunction with Section 186 (4) Clause 2 AktG

The authorization proposed under agenda item 7 is intended to enable the Company until De- cember 7, 2025 to acquire Treasury shares in the interests of the Company and its shareholders on the stock exchange, or by means of a public purchase offer for up to 10% of the share capital. The Company hereby utilizes Section 71 (1) No. 8 AktG, which enables public stock corporations to purchase treasury shares up to a total of 10% of their share capital on the basis of an authori-

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zation granted by the shareholders' general meeting. The share capital currently amounts to EUR 4,124,900.00. A share of 10% of the current share capital corresponds to 412,490 shares. Agenda item 7 is a resolution passed in advance. No specific plans to launch a share repurchase program exist at present.

Treasury shares may be purchased via the stock exchange, by means of a public purchase offer addressed to all shareholders, by means of a public invitation to the Company's shareholders to submit offers to sell, or in any other manner in accordance with Section 53a AktG.

If shares are purchased by means of a public purchase offer (tender procedure), or a public invitation to submit sales offers, all shareholders of the Company willing to sell can decide how many shares and, if a price range is determined, at what price they wish to tender them. If the volume offered or tendered at the fixed price exceeds the number of shares requested by the Company, an allotment of the offers to sell that have been accepted must be made. In this context, the purchase is to be performed under partial exclusion of the shareholders' right to tender rather than in proportion to the proportion of shares tendered or offered per shareholder, in order to thereby simplify the allotment procedure. Provision is made for preferential acceptance only for small offers or small parts of offers within the legally permissible scope, albeit not exceeding 100 shares tendered per shareholder. This option serves to avoid fractional amounts when determining the quotas to be purchased, and small residual amounts, thereby facilitating technical pro- cessing. Finally, in all cases it is to be possible to provide for rounding according to commercial principles in order to avoid arithmetical fractions of shares. This also serves to simplify the technical processing. The Managing Board, in agreement with the Supervisory Board, considers the exclusion of any further right of shareholders to offer shares to be objectively justified and reasonable vis-à-vis the shareholders.

Treasury shares purchased by the Company on the basis of the authorization by the Sharehold- ers' General Meeting may be utilized for any legally permissible purpose; in particular, they may be resold via the stock exchange or by means of a public offer to all shareholders. In addition, the authorization is intended to enable the utilization of this authorization with the exclusion of shareholders' subscription rights in the cases listed in the authorization under c) (1) to (7):

• The proposed authorization in c) (1) is intended to enable the Company to purchase Treas- ury shares in order to be able to grant them instead of cash as consideration in connection with business combinations or the acquisition of companies, parts of companies, equity in- terests in companies or other assets. International competition and the globalization of the economy often demand this type of consideration. For this reason, the authorization pro- posed here aims to grant the Company the necessary flexibility to be able to take advantage
  - rapidly, flexibly and in a manner that preserves liquidity - of acquisition opportunities as

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they arise. The proposed exclusion of subscription rights takes this into consideration. When determining the valuation ratios, the Managing Board will ensure that the shareholders' interests are adequately safeguarded. As a rule, when measuring the value of the shares offered as consideration, the Managing Board will take as its basis the stock exchange price of the Company's shares. However, a schematic link to a stock exchange price is not provided for, particularly in order to prevent fluctuations in the stock exchange price from jeopardizing the results of negotiations once they have been achieved. In deciding in such cases whether to utilize Treasury shares or shares from the Authorized Capital, the Managing Board will be guided solely by the interests of the shareholders and the Company.

• Moreover, the proposed authorization in c) (2) entitles the Company to sell purchased Treasury shares off-bourse for cash, and without an offer to all shareholders, if the purchase price of the shares is not significantly lower than the stock exchange price of shares in the Company with the same terms at the time of the sale. This utilizes the option for the simpli- fied exclusion of subscription rights permitted under Section 71 (1) No. 8 AktG in corre- sponding application of Section 186 (3) Clause 4 AktG. In the Company's interests, this is es- pecially intended to create the possibility of offering shares in the Company to institutional investors in Germany and abroad, thereby expanding its group of shareholders. With the re- quested authorization, the Company is to be enabled to respond rapidly and flexibly to fa- vourable stock market situations. In particular, it permits a faster and, above all, more cost- effective placement of the shares than a sale in accordance with the rules for granting sub- scription rights to shareholders.
  The shareholders' financial and voting interests are adequately safeguarded. The authoriza- tion based on Section 186 (3) Clause 4 AktG is limited to a maximum of 10% of the Compa- ny's share capital at the time the authorization takes effect or - if lower - at the time the au- thorization is exercised. The intended deduction clause ensures that this 10% limit shall in- clude other shares issued or sold during the term of this authorization under exclusion of shareholders' subscription rights pursuant to or in corresponding application of Section 186
  (3) Clause 4 AktG; it shall also include shares issued or to be issued to service bonds with warrants and/or convertible bonds and profit participation rights, provided that the afore- mentioned bonds or profit participation rights are issued during the term of this authoriza- tion under exclusion of subscription rights in corresponding application of Section 186 (3) Clause 4 AktG. The idea of protecting shareholders against dilution is taken into considera- tion by the fact that the shares may be sold only at a price that is not significantly lower than the relevant stock market price. The management will also endeavour to keep any discount on the stock exchange price low, taking current market conditions into consideration. Shareholders who are interested in maintaining their proportion of voting rights can pur- chase the corresponding number of shares on the stock exchange.

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• The proposed authorization in c) (3) provides for the possibility of excluding the sharehold- ers' subscription right in order to satisfy conversion or warrant rights, or conversion obliga- tions, of creditors of bonds issued by the Company or its Group companies. This ensures even more flexible handling and, by avoiding the issue of additional shares, makes it possible to avoid the dilution effect characteristic of a capital increase. In this context, it must be tak- en into consideration that, unless otherwise approved by the Shareholders' General Meeting, bonds may be issued only in compliance with the shareholders' subscription right, so that to this extent the shareholders' subscription right is indirectly safeguarded.
  The authorization in c) (3) also includes the option to be able to offer Treasury shares not only to the Company's shareholders, but also to the bearers (or creditors) of convertible bonds or bonds with warrants of KROMI Logistik AG or its Group companies, to the extent to which they would be entitled after exercising the warrant or conversion rights, or after ful- filment of the conversion obligation. This enables the Company to provide the protection against dilution expected by the capital market, and as a rule regulated in the bond or war- rant terms and conditions in favour of the bearers (or creditors) of the convertible or war- rant bonds, including without having to make a cash compensation payment or reduce the conversion or warrant price.
• The fourth case group in c) (4) also enables the Company to utilize Treasury shares under exclusion of subscription rights for the purpose of issuing them to members of the Compa- ny's Managing Board, or to the representative body of a company affiliated with the Compa- ny, or to employees of the Company or of a company affiliated with the Company, in compli- ance with statutory requirements. This is intended to enable the restriction of the issue of shares to a specific group or specific persons from the aforementioned group, in compliance with the requirements of labour law. To the extent that the Treasury shares are to be issued to members of the Company's Managing Board, the decision on the issue of Treasury shares under the authorization granted by the Shareholders' General Meeting shall not be made by the Managing Board, but instead by the Company's Supervisory Board in accordance with the allocation of responsibilities under stock corporation law. The issue of shares to mem- bers of the Managing Board, members of the representative body and/or employees pro- motes identification with the Company, and supports the willingness to assume co- responsibility in the Company. Share-based compensation also offers the opportunity to align compensation with sustainable corporate development. Shareholders' subscription rights to Treasury shares are to be excluded in order in order to make it possible to issue these shares as compensation to members of the Managing Board, members of the repre- sentative body, and/or employees. The proposed authorization to exclude the subscription right serves this purpose.

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• The fifth case group in c) (5) provides for the exclusion of shareholders' subscription rights if the Treasury shares are to be utilized for the purpose of listing the Company's shares on a foreign stock exchange on which the shares have not been admitted to trading previously. This enables the Company to be able to respond rapidly and flexibly to favourable stock market situations. It will also enable the Company to broaden its shareholder base abroad. The proposed exclusion of the subscription right creates the possibility of such an introduc- tion on foreign stock exchanges. If the shares offered to ensure orderly stock exchange trad- ing can only be issued at a discount compared to the stock exchange price in Germany, the Managing Board will endeavour to keep the discount low. In order to protect the sharehold- ers' interests, the resolution contains clear and restrictive requirements regarding the price at which these shares are listed on foreign stock exchanges. No specific plans exist to intro- duce the shares on a foreign stock exchange.
• The sixth case group in c) (6) is intended to facilitate the implementation of a so-called share dividend (scrip dividend). A share dividend is the offer to all shareholders to satisfy a due and payable dividend claim in shares in the Company rather than in cash. In practice, share dividends are offered in part through the publication of a formal subscription offer in ac- cordance with Section 186 (1) and (2) AktG. If this method is selected, an exclusion of the statutory subscription right is not required. However, it may also lie in the interests of the Company and of its shareholders in their entirety to diverge from the statutory provisions of Section 186 (1) and (2) AktG for subscription offers (minimum subscription period of two weeks, announcement of the issue price no later than three days before the end of the sub- scription period), with stringent equal treatment of shareholders, and to select a different procedure for the payment of a dividend in shares. For this purpose, it may be necessary to exclude the shareholders' statutory subscription right as a precautionary measure - irre- spective of the equal treatment of all shareholders - in order to ensure timely dividend pay- ments, for example. In all instances, the Managing Board will ensure that the shareholders have sufficient time to decide between a dividend in cash or in shares in the Company in ac- cordance with Section 186 (1) and (2) AktG. If a shareholder's dividend claim exceeds the subscription price for a whole number of shares, the surplus amount shall be paid out in cash. A cash payment will also be made if the dividend entitlement fails to reach the sub- scription price for one share. The Company reserves the right to offer the shareholders the opportunity to subscribe for one additional share against an additional cash payment, rather than paying the amount payable in cash. The Company does not plan to establish trading in subscription and/or fractional interests.

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• Insofar as the shares are sold by way of an offer to all shareholders, the Managing Board is to be authorized in c) (7) of the authorization to exclude the shareholders' subscription right to the Treasury shares for fractional amounts. The possibility of excluding the subscription right for fractional amounts serves to form a technically feasible subscription ratio. The Treasury shares excluded from the shareholders' subscription rights as fractional amounts shall be realized either by sale on the stock exchange, or in any other manner in the Compa- ny's best interests. The potential dilution effect is low due to the limitation to fractional amounts.

For all of the aforementioned case groups, the authorization under c) above makes provision whereby the shares may also be assumed by a bank or another company meeting the requirements of Section 186 (5) Clause 1 AktG with the obligation to sell them on the stock exchange, to offer them to the shareholders for purchase, or to utilize them in order to fulfil a purchase offer addressed to all shareholders, or to implement the purposes described in the aforementioned case groups. This is intended to technically simplify the reissuance of Treasury shares. The same applies to the possibility provided for in the authorization resolution to purchase Treasury shares by means of securities loans. In this case, the Company ensures that it acquires the shares required to repay the securities loan in accordance with Section 71 (1) No. 8 Clauses 3 and 4 AktG.

Finally, the authorization clarifies in d) that the Treasury shares purchased by the Company may also be withdrawn without a new resolution of the Shareholders' General Meeting.

The Managing Board will report to the Shareholders' General Meeting on each utilization of the authorization.

8. Resolution on the amendment of Section 4 (3), Section 14 (3), Section 15 and Section 17 (2) of the articles of incorporation to align them with the current version of the German Stock Corporation Act (AktG)

The German Act Implementing the Second Shareholder Rights Directive (ARUG II) dated December 12, 2019 (Bundesgesetzblatt I 2019, p. 2637) has led to various changes to the German Stock Corporation Act (AktG), to which the articles of incorporation of KROMI Logistik AG are to be adjusted.

ARUG II amended the previous regulations on the transmission of information to share- holders with effect from September 3, 2020. As a consequence, the previous Section 128 AktG and the provision in the old version of Section 125 (2) Clause 2 AktG, according to

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which the articles of incorporation may restrict the transmission of notifications pursuant to Section 125 AktG to electronic communications, are no longer applicable. The corresponding provision in Section 4 (3) of the articles of incorporation is therefore to be delet- ed.

Pursuant to Section 15 Clause 1 of the articles of incorporation, those shareholders whose registration and proof of shareholding have been received by the Company at the address specified for this purpose in the invitation at least six days prior to the AGM are entitled to participate in the AGM and to exercise their voting rights in the AGM. Section 15 Clause 3 of the articles of incorporation provides that the proof of shareholding must be furnished by a certificate issued by the depositary bank in textual form in either German or English, relating to the beginning of the 21st day before the AGM. The provision of the German Stock Corporation Act (AktG) underlying Section 15 Clause 3 of the articles of incorporation (Sec- tion 123 (4) AktG) was partially amended by ARUG II for shareholders' general meetings convened after September 3, 2020. In particular, the new version of Section 123 (4) AktG refers to the newly introduced Section 67c (3) AktG. As a consequence, according to the new legal terminology, share ownership must be proven by means of evidence of the so- called "last intermediary" - and no longer by the "custodian bank". Given this, Section 15 of the articles of incorporation is to be amended accordingly.

In this context, the provisions in Section 14 (3), Section 15 and Section 17 (2) of the articles of incorporation concerning the convening, registration and evidence period, as well as the granting of proxies in connection with the AGM are also to be adjusted to the wording of the statutory provisions (Section 123 (1) to (4), Section 134 (3), Section 135 AktG).

The currently valid articles of incorporation are available on the Company's website at www.kromi.de in the "Investor Relations" Section under the heading "Corporate Govern- ance".

The Managing and Supervisory boards propose that the following resolution be approved:

1. Section 4 (3) of the articles of incorporation shall be revoked.
2. Section 14 (3) of the articles of incorporation shall be amended as follows:

"The meeting shall be convened by a one-time announcement in the electronic Federal Gazette (Bundesanzeiger). Unless otherwise provided by law, the Shareholders' General Meeting must be convened at least 30 days before the date of the meeting.

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This minimum period shall be extended by the days of the registration and evidence period determined in accordance with Section 15 of the articles of incorporation. The date of the meeting and the date on which it is convened shall not be counted. The shareholders must be informed of the items on the agenda when the meeting is convened

1. Section 15 of the articles of incorporation shall be given the new heading "Section 15 Participation in the AGM and Exercise of Voting Rights" and the previous provision in Section 15 of the articles of incorporation shall be reworded as Section 15 (1) of the articles of incorporation as follows:

"Those shareholders whose registration and proof of shareholding have been received by the Company at the address specified for this purpose in the invitation at least six days before the AGM (registration and proof deadline) shall be entitled to attend the AGM and to exercise their voting rights. The notice convening the AGM may provide for a shorter registration and evidence period, to be measured in days. The date of the meeting and the date of receipt shall not be counted. Proof of share ownership can be furnished by means of a certificate pursuant to Section 67c (3) AktG. Proof of shareholding may also be furnished by any other certificate issued by the final intermediary in textual form in either German or English. The proof of share ownership must refer to the beginning of the 21st day before the AGM."

e) Section 17 (2) of the articles of incorporation shall be amended as follows:

"Voting rights may also be exercised by a shareholder's proxy. Proxy authorizations, the revoking of proxy authorizations, and the proof of authorizations must be provided to the Company in textual form. In the invitation to the AGM, facilitations for the granting of the proxy authorization, its revocation, and the proof of authorization may be permitted and, to the extent permitted by law, details of the granting and revocation of the proxy authorization, including the manner in which the proof of authorization is transmitted to the Company, may be specified. Section 135 AktG shall remain unaffected."

9. Resolution on the addition to the articles of incorporation of a new Section 15 (2) and (3) and a new Section 16 (5) to enable electronic participation and postal voting as well as image and sound transmission at future Shareholders' General Meetings

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For the Company's future Shareholders' General Meetings, the Managing Board's options in relation to the of conducting the Shareholders' General Meeting are to be modernized and expanded.

The German Stock Corporation Act allows companies to allow the exercise of shareholders' rights in the form of electronic participation in a (physically attended) Shareholders' General Meeting, and/or to allow postal voting at a (physically attended) Shareholders' General Meeting; this requires either a direct provision in the articles of incorporation or a corresponding authorization of the Managing Board by the articles of incorporation. Pursuant to Section 118 (1) Clause 2 AktG, the articles of incorporation may provide or authorize the Managing Board to provide that shareholders may participate in the Shareholders' General Meeting without being present at the venue, and without a proxy, and may exercise all or some of their rights in whole or in part by means of electronic communication. Further- more, pursuant to Section 118 (2) Clause 1 AktG, the articles of incorporation may provide or authorize the Managing Board to provide that shareholders may cast their votes in writing or by means of electronic communication (postal voting), including without participating in the meeting. With a view to future Shareholders' General Meetings, it would appear sensible for the Managing Board to be given these options. For this reason, Section 15 of the articles of incorporation is to be supplemented by corresponding authorizations of the Managing Board to decide on the possibility of electronic participation and/or postal vot- ing.

In addition, the possibility of partial or complete video and audio transmission of the meeting is to be created for the Company's Shareholders' General Meetings in the future. Pursuant to Section 118 (4) AktG, the articles of incorporation may provide for, or authorize, the Managing Board or the chair of the meeting to enable the video and audio transmission of the AGM. Section 16 of the articles of incorporation shall be supplemented by a corresponding authorization of the Managing Board to decide on the video and audio transmission of the AGM.

The Managing and Supervisory boards therefore propose that the following resolution be approved:

1. The following new paragraph (2) shall be inserted in Section 15 of the articles of incor- poration:

"The Managing Board shall be authorized to make provision whereby shareholders can participate in the AGM without being present at its location, including without a proxy, and exercise all or some of their rights in whole or in part by means of elec-

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tronic communication. In this context, the Managing Board shall also be authorized to determine the scope and procedure of participation and the exercising of rights in accordance with Clause 1. Any use of this procedure and the provisions made for it must be announced when the Shareholders' General Meeting is convened."

1. The following new paragraph (3) shall be inserted in Section 15 of the articles of incor- poration:

"The Managing Board shall be authorized to make provision whereby shareholders can cast their votes in writing or by means of electronic communication (postal vote), including without participating in the AGM. The Managing Board shall also be authorized to determine the procedure in accordance with Clause 1. Any use of this procedure and the provisions made for it must be announced when the Sharehold- ers' General Meeting is convened."

c) The following new paragraph (5) shall be inserted in Section 16:

"The Managing Board shall be authorized to enable the partial or complete video and audio transmission of the Shareholders' General Meeting in a manner to be specified by the Managing Board."

10. Resolution on the amendment of Section 7 (2), Section 11 (4) Clause 1 and Section 13

(1) Clause 1 and (5) of the articles of incorporation

The provision in Section 7 (2) of the articles of incorporation regarding resolutions by the Managing Board is to be supplemented. In addition, the wording of the provisions in Section 11 (4) Clause 1 and Section 13 (1) Clause 1 and (5) of the articles of incorporation is to be adjusted.

The Managing and Supervisory boards propose that the following resolution be approved:

a) The following Clause 4 shall be added to Section 7 (2) of the articles of incorporation:

"If the Managing Board has two members, the Chairman of the Supervisory Board shall be consulted in the event of a serious difference of opinion."

b) Section 11 (4) Clause 1 of the articles of incorporation shall be worded as follows:

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"Absent members of the Supervisory Board may participate in the adoption of resolutions by the Supervisory Board and its committees by submitting a written vote before voting."

1. In Section 13 (1) Clause 1 of the articles of incorporation, the first part of the clause ("Received from the beginning of the 2018/2019 fiscal year") shall be deleted, and consequently Section 13 (1) Clause 1 shall be worded as follows:

"Supervisory Board members shall receive fixed remuneration of EUR 30,000.00 thousand per fiscal year for their activities, and the Supervisory Board Chair shall receive EUR 80,000.00 thousand per fiscal year."

1. In Section 13 (5) of the articles of incorporation, "pecuniary loss liability insurance" shall be replaced by "pecuniary loss liability insurance". (Note for readers of the Eng- lish-language version of this document: this amendment relates solely to an ortho- graphic error in the German-language version of the term "pecuniary loss liability in- surance".)

Further information concerning the convening of the AGM

Virtual AGM without physical presence of shareholders or their proxies

The Company's Managing Board, with the Supervisory Board's consent, has, on the basis of Section 1 (2), (6) of the German Act relating to Measures in Corporate, Cooperative, Association, Foundation and Home Ownership Law to Combat the Effects of the COVID-19 Pandemic (GesRuaCOVBekG) (Article 2 of the German Act relating to the Mitigation of the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Proceedings Law, Federal Law Gazette [Bundesgesetzblatt] I 2020, p. 569, hereinafter the "COVID-19 Act") decided that the Sharehold- ers' General Meeting will be held as a virtual AGM without the physical presence of the shareholders or their proxies.

The virtual AGM will be held on December 8, 2020 from 11:00 a.m. (CET) in the offices of KROMI Logistik AG, at Tarpenring 7-11, 22419 Hamburg, and will be broadcast live in video and audio from 11:00 a.m. (CET) on the company's AGM portal at www.kromi.de in the "Investor Relations" Section under the heading "General Meeting", under "HV-Portal". Physical participation of shareholders or their proxies (with the exception of the Company proxies) is excluded. The voting rights of shareholders or their proxies can be exercised only by means of electronic absentee voting or by issuing power of attorney and instructions to the Company proxies. The holding of

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the 2020 AGM as a virtual Shareholders' General Meeting in accordance with the COVID-19 Act will lead to modifications in the procedures of the meeting, and in relation to the shareholders' rights. For this reason, we ask our shareholders to pay particular attention to the following in- formation, especially regarding the possibility of following the AGM in audio and video, the exercise of voting rights and other shareholder rights.

All time specifications in the Section "Further information concerning the convening of the AGM" are given in Central European Time (CET), which is the relevant time for Germany. With regard to Coordinated Universal Time (UTC), this corresponds to UTC = CET minus one hour.

Video and audio transmission of the AGM

The virtual AGM will be broadcast in full in video and audio on December 8, 2020, from 11:00 a.m. (CET) on the Company's AGM portal at the Internet address www.kromi.de in the "Investor Relations" Section under the heading "Annual General Meeting", and then under "HV-Portal". Shareholders who wish to follow the virtual AGM must register for the Shareholders' General Meeting (see "Requirements for access to the virtual AGM and for exercising voting rights" be- low). An access authorization is required to use the HV portal. The access data required to use the AGM portal will be sent to shareholders with the confirmation of registration after proper registration.

Requirements for access to the virtual AGM and for exercising voting rights

Only those shareholders are entitled to access the virtual AGM and exercise their voting rights - in person or by proxy - who have registered with the Company at the following address in German or English by submitting proof of their shareholding no later than six days prior to the AGM, not counting the day of the AGM, i.e. no later than the end of December 1, 2020, 24:00 hours (CET):

KROMI Logistik AG

c/o Computershare Operations Center 80249 Munich

Fax: [phone]

Email: [e-mail]

The date of receipt by the Company is decisive for compliance with the deadline.

The proof of share ownership must refer to the beginning of the 21st day before the AGM, which is November 17, 2020, 0: 00 hours (CET), (record date). Proof of share ownership can be furnished by means of a certificate pursuant to Section 67c (3) AktG. Proof of shareholding may also

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be furnished by any other certificate issued by the final intermediary in textual form (Section 126b BGB), in either German or English. Once the registration and proof of shareholding have been duly received by the Company, the shareholder will be sent a confirmation of registration for the AGM together with the access data required to use the AGM portal, and a proxy form.

Significance of the record date

The record date is the decisive date for the entitlement to access the virtual AGM and for the scope and exercise of other shareholder rights, particularly voting rights in the context of the virtual AGM. As far as the Company is concerned, only the party that has rendered proof as of the record date for proof of shareholdings shall be entitled to access the virtual AGM and to exercise voting rights as a shareholder. Modifications to shareholdings after the record date have no significance in this context. Shareholders who have not purchased their shares until after the record date are consequently unable to exercise their own voting right in the AGM. Shareholders who have registered properly and rendered proof of shareholdings are also entitled to access the AGM and to exercise their voting rights if they sell their shares after the record date. The record date has no effect on the ability to sell the shares. Moreover, the record date is not a relevant date for dividend-entitlement; for this, the substantive entitlement is decisive.

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Voting by electronic absentee voting

Shareholders and their proxies may exercise their voting rights by electronic communication through electronic mail voting or by issuing power of attorney and instructions to the Company proxies. The exercise of voting rights by means of electronic absentee voting does not constitute electronic participation in the AGM in the meaning of Section 118 (1) Clause 2 AktG.

For the exercise of voting rights by electronic mail, registration and proof of share ownership are required in accordance with the provisions set out in the Section "Requirements for access to the virtual AGM and for exercising voting rights". Electronic postal voting is realized exclusively via the Company's AGM portal at the Internet address www.kromi.de in the "Investor Relations" Section under the heading "Annual General Meeting", under "HV-Portal". The access data required for this purpose will be sent to the shareholders with the confirmation of registration after proper registration. Voting by electronic absentee voting and changes to absentee voting are possible both before and during the virtual AGM until immediately prior to the start of voting at the virtual AGM on December 8, 2020.

Proxies, particularly authorized intermediaries, shareholder associations, voting advisers pursuant to Section 134a AktG and other persons or institutions deemed equivalent pursuant to Section 135 AktG may also utilize electronic postal voting.

Exercise of voting rights through proxies

Shareholders can also have their voting right be exercised by a proxy, e.g. by a bank, a shareholder association or the Company proxy. Registration on time and the submission of proof of shareholdings on time is also required in these cases.

Proxy authorizations, the revocation of proxy authorizations, and the proof of authorizations must be submitted to the Company in textual form (Section 126b BGB). To issue proxy authoriza- tions, shareholders can utilize the forms that they receive together with the confirmation of reg- istration.

The particular regulations contained in Section 135 AktG are applicable for the proxy authorization of, and exercising of voting rights by, intermediaries, shareholder associations, voting rights advisers pursuant to Section 134a AktG, or persons or institutions equivalent to these pursuant to Section 135 AktG. We consequently request that our shareholders coordinate concerning the details of authorization, especially the form of authorizations to intermediaries, shareholder as- sociations, voting rights advisers, or persons or institutions equivalent to these, with these par- ties, where relevant.

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Authorizations, the revocation of authorizations and the proof of proxy authorization can be forwarded to the Company, including by email to the address specified in the form.

This address is:

KROMI Logistik AG

c/o Computershare Operations Center 80249 Munich

Fax: [phone]

Email: [e-mail]

In addition, the AGM portal is available at the Internet address www.kromi.de in the "Investor Relations" Section under the heading "Annual General Meeting", under "HV-Portal", until immediately before the start of voting at the virtual AGM on December 8, 2020.

Proxies (with the exception of the Company proxies) may not physically participate in the AGM. They may only exercise the voting rights of shareholders they represent by means of electronic absentee voting or by granting (sub-)authorization to the Company proxies. Use of the AGM portal by the proxy requires that the proxy receives the access data sent by the person granting the power of attorney with the confirmation of registration for the AGM, unless the access data were sent directly to the proxy. If a shareholder authorizes more than one individual, the Company is entitled to reject one or several such individuals.

Company proxies

The Company offers shareholders and their proxies the option of being represented by Company proxies when exercising their voting rights at the virtual AGM. In this case, too, registration and proof of shareholding are required in accordance with the provisions set out in the Section "Re- quirements for access to the virtual AGM and for exercising voting rights".

If Company proxies are authorized, they must be issued with instructions for exercising voting rights. Proxy authorizations are invalid without such instructions. The proxies are obligated to vote in accordance with the instructions issued to them.

Proxies and instructions to the Company proxies must be in textual form (Section 126b BGB). The issuing of, and amendments to, powers of attorney and instructions for the Company proxies may be realized - provided registration and proof of share ownership are submitted - by De- cember 7, 2020, 24:00 hours (CET) (time of receipt) at the latest by returning the form sent to the shareholders with the confirmation of registration by post, fax or e-mail to the address, fax number or e-mail address below:

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KROMI Logistik AG

c/o Computershare Operations Center 80249 Munich

Fax: [phone]

Email: [e-mail]

In addition, the AGM portal is also available here at the Internet address www.kromi.de in the "Investor Relations" Section under the heading "Annual General Meeting", under "HV-Portal", via which it will be possible to grant as well as amend the power of attorney and instructions to the Company proxies - provided registration and proof of share ownership are provided - until immediately before voting begins in the virtual Annual General Meeting on December 8, 2020. The aforementioned transmission channels and deadlines shall apply accordingly to a revocation of the power of attorney and instructions issued to the Company proxies.

Please note that the Company proxies will not accept any orders or instructions to speak, to file objections against resolutions of the AGM, or to ask questions or propose motions.

Electronic access confirmation and confirmation concerning the number of votes

If voting rights are exercised by means of electronic absentee voting, the party exercising the voting right will be notified of receipt of the electronically cast vote pursuant to Section 118 (2) Clause 2, (1) Clauses 3 to 5 AktG in conjunction with Article 7 (1) and Article 9 (5) subparagraph

1. of the Commission Implementing Regulation (EU) 2018/1212 will be confirmed electronical- ly by the Company.

Pursuant to Section 129 (5) AktG in conjunction with Article 7 (2) and Article 9 (5) subparagraph

1. of the Commission Implementing Regulation (EU) 2018/1212, within one month of the date of the AGM, i.e. by the end of January 8, 2021, 24: 00 hours (CET), voting parties may request from the Company confirmation as to whether and how their vote has been counted.

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Documents

The documents listed under agenda item 1, the agenda of the AGM, the report of the Managing Board on agenda item 7, the information and documents pursuant to Section 124a AktG, and further information about the AGM, are available on the Company's website at

www.kromi.de

in the "Investor Relations" Section under the heading "Annual General Meeting". In addition, the documents will be accessible during the AGM.

Total number of shares and voting rights

The Company's share capital amounts to EUR 4,124,900.00 as of the date when the AGM is con- vened, and is divided into 4,124,900 no par value ordinary bearer shares. Each share grants one vote at the General Meeting of Shareholders. The Company does not hold any Treasury shares. The total number of voting rights as of the date of the convening of the AGM consequently amounts to 4,124,900.

Supplementary demands pursuant to Section 122 (2) AktG

Shareholders whose shares together reach the twentieth part of the share capital all the proportional amount of EUR 500,000.00 can require that items be placed on the agenda and announced. A reason or proposed resolution must be included with each new item. The demand must be submitted in writing to the Company's Managing Board, and must reach the Company at the latest 30 days before the AGM, in other words, by the end of November 7, 2020, 24: 00 hours (Cen- tral European Time). Applicants are required to prove that they have been the owners of the shares for at least 90 days before the receipt of the request, and that they hold the shares until the Managing Board decides on the application. Please send your request to the following ad- dress:

KROMI Logistik AG

Vorstand/Managing Board - Heading: Hauptversammlung Tarpenring 7-11

22419 Hamburg

Email: [e-mail]

Agenda supplements to be announced are published in the Federal Gazette (Bundesanzeiger) immediately after receipt of the request, and are forwarded to such media for publication where it can be assumed that the information will be disseminated throughout the entire European Un-

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ion. They are also announced at the www.kromi.de in the "Investor Relations" area under the heading "Annual General Meeting" and communicated to shareholders.

Proper motions received by November 7, 2020, 24:00 hours (CET) regarding items placed or to be placed on the agenda in accordance with Section 122 (2) AktG will be treated in the virtual AGM as if they had been submitted at the General Meeting.

Countermotions and election proposals pursuant to Sections 126 (1), 127 AktG

Shareholders of the Company may submit countermotions to a proposal of the Managing Board and/or Supervisory Board on a specific item on the agenda as well as proposals for the election of Supervisory Board members or auditors. Countermotions and election proposals that are to be made accessible before the AGM must be sent exclusively to the following address of the Company

KROMI Logistik AG Tarpenring 7-11 22419 Hamburg

Email: [e-mail]

Countermotions and election proposals by shareholders and any comments by the management, which have been received at the above address by the end of November 23, 2020, 24: 00 hours (CET) at the latest, and which must be made available with proof of shareholder status, will be published on the Internet at

www.kromi.de

in the "Investor Relations" Section under the heading "Annual General Meeting".

No countermotions or election proposals can be made during the virtual AGM. Duly submitted, admissible countermotions and election proposals received at the above address by November 23, 2020, 24:00 hours (CET) will be treated in the virtual AGM as if they had been submitted at the AGM.

Possibility to ask questions by electronic communication

Pursuant to Section 1 (2) Clause 1 No. 3, Clause 2 COVID-19 Act, shareholders are to be given the opportunity to ask questions by way of electronic communication in accordance with the following provisions.

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Questions may be submitted via the HV-Portal at the Internet address www.kromi.de in the "In- vestor Relations" Section under the heading "Annual General Meeting", under "HV-Portal", by December 6, 2020, 11:00 a.m. (CET) at the latest. The prerequisites are timely registration for the virtual AGM, and timely proof of share ownership. No questions can be asked during the virtual AGM.

In accordance with Section 1 (2) Clause 2 COVID-19 Act, the Managing Board is to decide which questions it answers and how to answer them. In the context of answering questions during the AGM, the name of the person asking the question will only be disclosed (insofar as questions are answered individually) if the name was expressly agreed to be disclosed when the question was submitted to the AGM portal.

Possibility to appeal against AGM resolutions

Shareholders who have exercised their voting rights by means of electronic absentee voting or by proxy are to be given the opportunity to object to resolutions of the AGM pursuant to Section 1

(2) Clause 1 No. 4 COVID-19 Act, waiving the requirement to appear at the AGM.

An objection can be submitted to the Company from the beginning of the virtual AGM on Decem- ber 8, 2020 until its end via the AGM portal at the Internet address www.kromi.de in the "Inves- tor Relations" Section under the heading "Annual General Meeting", under "HV-Portal".

DATA PROTECTION

We attach great importance to the protection of our shareholders' data and their processing in compliance with the law. Information on the processing of personal data in connection with the General Meeting is provided in our data protection information for shareholders and in connection with the AGM of KROMI Logistik AG on the company's website at https://kromi.de/en/privacy-policy. Upon request, we will also send you the data protection information in printed form. Please send such a request to the following address: dataprotec- [e-mail]

Hamburg, October 2020

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THE MANAGING BOARD

Information on agenda item 6 (Elections to the Supervisory Board), in particular pursuant to the German Corporate Governance Code

Prof. Dr. Eckart Kottkamp

Eckart Kottkamp, born in 1939, completed his studies in control and communications engineering at RWTH Aachen University in 1966, and received his doctorate in 1976. His roles during his professional career included, among others, Chairman of the Managing Board of Hako-Werke GmbH, Claas Landmaschinen AG and of Jungheinrich AG, and he looks back on 17 years of experience in CEO positions. In 1996, he was awarded an honorary professorship at the University of Applied Sciences in Hamburg.

From 2006 to the end of 2009, he was a member of the Supervisory Board of Deutsche Steinzeug Cremer & Breuer AG, where he was appointed to the Audit Committee at the beginning of his term of office, which he chaired from 2008.

Prof. Dr. Eckart Kottkamp has been a member of the Supervisory Board of KROMI Logistik AG since 2010.

Further mandates:

• Deputy Chairman of the Supervisory Board of Basler AG, Ahrensburg
• Chairman of the Advisory Board of PEP NewCo IV GmbH (LKE Group, Marl)

Felix Höger

Felix Höger, born in 1973, founded Internet service provider NDH in 1995 while he was still a student. In 2000, he merged the company with software manufacturer PIRONET in order to form today's CANCOM PIRONET. As one of the pioneers and trailblazers of cloud computing in Germa- ny, he has succeeded in developing PIRONET NDH from an Internet service provider and IT out- sourcing/datacentre provider into a leading cloud provider.

Following the sale of his interest to CANCOM SE and the successful integration of the company, Felix Höger resigned from his position as Chairman/CEO of PIRONET NDH AG at the end of De- cember 2014.

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Subsequently, Felix Höger was Chief Technology and Operations Officer (COO/CTO) at QSC AG until December 31, 2017, where he was responsible for the Company's realignment and evolution into a modern cloud service provider, as well as for operating the entire ICT and cloud port- folio.

Felix Höger possesses detailed knowledge of the German cloud and managed hosting scene, and practical experience in the digital transformation of IT/telecommunications provider companies. He accompanies many digital projects as a supervisory board member or investor/business an- gel, spanning profitability and risk assessments and the specific design of the business model, through to launch and successful establishment in the market.

Further mandates:

• Member of the Supervisory Board NELEX AG (since 04/2020)
• Chairman of the Supervisory Board DE-CIX Group AG (since 01/2018)

Ancillary activities:

• Managing Board member of eco - Association of the Internet Industry (since 08/2010)
• Managing Board member of EuroCloud Deutschland eco e.V. (since 03/2011)